The SEC’s New Proxy Access Rules: What Comes Next?

Cleary Gottlieb Steen & Hamilton LLP hosted an interactive web seminar addressing the final proxy access rules approved by the SEC on August 25 and which will be effective for the 2011 proxy season. The 1.5 hour program was held on Monday, September 13. The panel was comprised of senior Cleary Gottlieb corporate governance, M&A and executive compensation practitioners including Alan L. Beller, former Director of the SEC’s Division of Corporation Finance, Victor I. Lewkow, Daniel Sternberg, Arthur Kohn, Ethan Klingsberg, Glenn P. McGrory and Lillian Raben.

The program addressed issues arising from the new rules and explored how companies should begin to prepare themselves. Topics covered included:

• Summary of the rules and issues of practical application
• Impact of discussions with a potential nominating shareholder
• Steps to consider taking now, including amendments to bylaws, committee charters and policies, as well as shareholder outreach
• Interplay between the new rules and director qualifications established under state law
• Concurrent proxy access nomination and traditional proxy contest
• Proxy access as a new shareholder tool in the executive compensation debate
• Shareholder proposals under Rule 14a-8 to establish additional proxy access mechanisms – the next frontier?

View the Slides from the Presentation

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